SecProbe.io

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February 11, 2005

Via Facsimile and U.S. Mail

Michael J. Smith
Blue Earth Refineries, Inc.
8th Floor, Dina House
Ruttonjee Centre, 11 Duddell Street
Central, Hong Kong SAR, China

      Re:	Blue Earth Refineries, Inc.
      	Amendment No. 3 to Form 20-F filed on January 20, 2005
      	File No. 0-50971

Dear Mr. Smith:

	We have reviewed the revised filing, response letter and
supplemental information and have the following comments.  Where
indicated, we think you should revise the document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Blue Earth Refineries Inc. financial statements for the year ended
June 30, 2004
Note 8.  Equity Method Investee

1. We note that during the year ended June 30, 2004, you
recognized
$500,000 in losses from your equity method investments.  However,
it
appears to us that your share of 4025776 Canada Inc.`s net losses
of
$1,354,000 would be $663,000 based on your ownership percentage of
49
percent.  Please tell us why you have only recognized $500,000 of
the
net loss for the year ended June 30, 2004.  Also, please revise
your
disclosure in note 8 to disclose how you calculated your share of
4025776 Canada Inc.`s net loss to recognize in your consolidated
statements of operations and to reconcile the difference between
the
summarized financial information for 4025776 Canada Inc. in your
footnotes to 4025776 Canada Inc.`s audited financial statements.
Furthermore, please tell us what consideration you have given to
EITF
98-13 regarding your share of the net losses of your equity method
investment and the loans you have made to 4025776 Canada Inc.

2. We note that you filed a Trust Indenture dated January 7, 2004
(exhibit 4.3) relating to income debentures due 2013.  We assume
that
this document represents the debentures denominated in euros of
4,242,000 due in August 2013.  If this is the case, it does not
appear that your disclosures agree with the terms of the trust
indenture filed as exhibit 4.3.  Please advise, or revise your
disclosure, as appropriate.

3. We note your response and revised disclosures for prior comment
2.
It remains unclear how you are determined that translation
adjustment
for the debenture payable denominated in euros is not material to
your consolidated financial statements.  We note that you received
these debentures from Sutton Park in August 2003 and that the
principal balance of the debentures is euros of 4,242,000.  On
August
30, 2003 the exchange rate was US$1 = .91020 euro, and on June 30,
2004, the exchange rate was US$1 = .82770 euro.  As such, the
value
of the debenture in US dollars is $4,660,514 and $5,125,045 as of
August 30, 2003 and June 30, 2004, respectively, which would
result
in a foreign exchange translation gain of approximately $465,000.
Please provide us with your calculation of the translation
adjustments and how you determined that these adjustments were
immaterial to your consolidated financial statements.

Closing Comments
      As appropriate, please respond to these comments by amending
the filing and submitting a response letter via EDGAR and "tagged"
as
correspondence.  You may wish to provide us with marked copies of
the
amendment to expedite our review.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      Please direct accounting comments to Tracey Houser at (202)
942-1989 or, in her absence, to Al Pavot at (202) 942-1764 and
direct
questions regarding mining or engineering to George Schuler at
(202)
824-5527.  Direct questions on other disclosure issues to Chris
Edwards at (202) 942-2842.  You may also call the undersigned
Assistant Director at (202) 942-1950, who supervised the review of
your filing.

Sincerely,

Pamela A. Long
Assistant Director

Cc:	Virgil Z. Hlus, Esq.
	Herbert I. Ono, Esq.
Clark, Wilson
Barristers & Solicitors
Suite 800-885 West Georgia Street
      Vancouver, British Columbia, Canada V6C 3H1
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Michael J. Smith
Blue Earth Refineries, Inc.
February 11, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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